Terms of Service

 

Effective as of August 2, 2023

 

Trikro LLC d/b/a/Kromatic welcomes you to our website (the “Site”) and the applications and services available from us, through the Site or other platforms (collectively with the Site, the “Services”). Your use of the Site and the Services are governed by these Terms of Service (these “Terms”). Any time you browse the Site or use the Services in any way, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Site or the Services.

Your use of the Services is also subject to our Privacy Policy, which is located on the Site, as well as any policies and procedures we publish from time to time (collectively, the “Policies”). We reserve the right to modify these Terms at any time, with such changes becoming effective when we post the modified Terms to the Site. We also reserve the right to make any changes to the Site and Services in any manner and to deny or terminate your access to the Site and Services, even if you have an Account, in our sole discretion.

Each time you use the Site or the Services, the then-current version of the Terms will apply. If you use the Site or the Services after a modification of these Terms, you agree to be bound by the Terms as modified.

These Terms contain important information regarding your rights with respect to the Site and the Services, including your relationship with us. Please read them carefully and review them regularly.

If we have executed a separate services agreement with you or your organization relating to the Services, that agreement shall take precedence over these Terms where the documents conflict.

1. Eligibility. 

When you use the Services, you represent that you are (i) at least the age of majority in the jurisdiction where you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian. In no event shall the Services be used by any person under the age of 13.

You represent that any information you submit to us when using the Services is accurate, truthful, and current. You also represent that your use of the Services does not violate any applicable law or regulation. 

2. Registration & Account. 

Certain of the Services or portions of the Site may require you to register for an account (“Account”), becoming a “Registered User”. As part of the Account creation process, you may be asked to provide a username and password unique to the Account (“Login Information”). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You are solely responsible for any activities occurring under your Account. You have no ownership right to your Account.  If you are registering an Account as the authorized user of an organization, that organization may have administrator rights to access your account and any information provided under your Account. 

3. Organizational Accounts. 

If you register for the Services on behalf of an organization, you may grant access to the Services to certain authorized users, subject to the limits of any plan for which you enroll. We may require that each authorized user have unique Login Information. When registering for an Account and accessing the Services, you represent or warrant that the information you enter for your organization is correct. You acknowledge and agree that (i) the organizational account owner is responsible for all activity under authorized user accounts and (ii) organizational administrators may have access to all activity/data under all authorized users’ accounts. 

4. Permitted Uses/License.

You are authorized to access the Site for the sole purpose of viewing and using the Services on your computer or device. If we, through the Services, authorize you to copy materials from the Services to your hard drive or machine, such authorization is provided solely for the purpose of your viewing and using the Services on your computer for your own internal business purposes. The materials provided on the Services are property of us and our licensors, are copyrighted by their original owners, and may be used only as provided herein, subject to any further restrictions on use that may be provided in the materials themselves. You agree not to use of any content on the Services in a manner that violates ours or any third party’s copyright or other intellectual property rights.

You may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site, the Services, or any data thereon. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Site or its content without our prior written permission. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Services and may violate our intellectual property rights or the intellectual property rights of third parties. 

5. Disclaimer of Content.

Opinions, advice, statements, offers, or other information or user content made available through the Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the Services and neither do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than us. We take no responsibility and assumes no liability for any content that you or any other user or third party sends over the Services. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Services or transmitted to users.

Though we strive to enforce these Terms of Service, you may be exposed to content that is inaccurate or objectionable.

6. Third Party Sites.

The Site may contain links to websites we do not operate, control, or maintain (“Third Party Websites”). We do not endorse any Third Party Websites, and we make no representation or warranty in any respect regarding the Third Party Websites. Any links to Third Party Websites on the Site are provided solely for your convenience. If you do access any Third Party Websites, you do so at your own risk and waive any and all claims against us regarding the Third Party Websites or our links thereto.

7. User Content Generally.

When you post content and information to the Site or in connection with the Services (“User Content”), you represent and warrant to us that (i) you own or have rights to use the User Content, (ii) the posting of the User Content does not violate any rights of any person or entity, and (iii) you have no agreement with or obligations to any third party that would prohibit your use of the Site or Services in the manner so used. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you to the Site or through the Services.

By posting User Content, you give us and our affiliates a perpetual, nonexclusive, irrevocable, royalty-free, sublicensable and transferable worldwide license to all intellectual property rights you own or control to use, transmit, reproduce, commercialize, distribute, modify, create derivative works from, and otherwise exploit such User Content for any and all purposes and without further notice to you, attribution, and without the requirement of any permission or payment to you or any other person or entity. You also authorize and appoint us as your attorney in fact and agent with full power to enter into and execute any document or undertake any action we may consider appropriate to use or enforce the grant of rights and waivers set forth in these Terms. 

8. User Conduct. 

You agree not to use the Site or the Services to take any action or actions that (including with respect to any User Content): (i) are patently offensive in any manner (as determined in our sole discretion), (ii) involve commercial activities without our prior written consent, such as contests or sweepstakes, (iii) are contrary to our public image, goodwill, or reputation, (iv) infringe on our or any third party’s intellectual property rights, (v) violate any law or any third party’s legal rights, or (vi) “frame” or “mirror” any part of the Site without our prior written consent. 

9. Data. 

You agree that we have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and Services, and related systems (for example, anonymous and aggregated information concerning user behavior and use of the Services), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site Services and for other development, diagnostic and corrective purposes in connection with the Site and Services and other of our offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business.

10. Paid Services. 

We may require Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). We have the right to change, delete, discontinue or impose conditions on Paid Services or any feature or aspect of a Paid Service. Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”).

Paid Service Fees may be paid by credit card, debit card, or other payment forms we may permit. If you link a debit or credit card to your Account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. 

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Account settings or by notifying us. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

11. Protective DNS. 

We use a protective DNS service to analyze DNS queries and take actions to mitigate threats to our technology infrastructure, including the Site and Services. All communications and data on the Site and Services are subject to monitoring and disclosure to third parties, including governmental agencies, solely for the purposes of the protective DNS service. This paragraph takes precedence over any other provision of these Terms.

12. Copyright Infringement.

We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (i) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on the copyright owner’s behalf; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where on the Services the material that you claim is infringing is located; (iv) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (v) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. These requirements must be followed to give us legally sufficient notice of infringement. Send copyright infringement complaints to the following email address: [email protected]. We suggest that you consult your legal advisor before filing a DMCA notice with our copyright agent. There can be penalties for false claims under the DMCA.

13. Warranty Disclaimer.

You agree that the Services are available on an “as is” basis, without any warranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third party intellectual property or proprietary rights, (c) warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (d) warranties relating to the accuracy or correctness of data on the Services, and (e) any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions.

We do not warrant that the Site or the Services will operate error-free or that the Site is free of computer viruses and/or other harmful materials. If your use of the Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs.

Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

14. No Financial Planning, Broker, or Tax Advice.

None of the Services are intended to provide legal, tax, or investment planning advice. The Services are intended only to assist you in your own financial planning and decision making and are broad in scope. Your personal financial situation is unique, and any information you obtain from the Services may not be appropriate for your own situation. Consequently, before making any final decisions or implementing any financial strategy or change to your financial management, you should consider seeking and obtaining additional information and advice from your accountant or other certified financial advisers who are fully aware of your individual circumstances.

15. Limitation of Liability.

Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to, in aggregate for all violations, the amount paid to you by us for your use of the Services in the six month period immediately preceding the events giving rise to the claim. Without limiting the previous sentence, in no event shall we or any of our affiliates be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with, (a) the use, disclosure, or display of your content, (b) your use or inability to use the Services, (c) the Services generally or the software or systems that make the Services available, or (d) any other interactions between you and us. The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we or our affiliates have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. 

You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account.

To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any other analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

16. Indemnification.

You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims”), made by any third party due to or arising out of your use of the Site and Services in violation of these Terms, any breach of the representations and warranties you make in these Terms, or your User Content. You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing.

17. Electronic Signatures and Notices.

Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has same legal rights and obligations as a physical signature.

If you have an Account, you agree that we may provide you any and all required notices electronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.

Communications made to us by email or through the Services’ email and messaging systems will not constitute legal notice to us or any of our officers, employees, agents or representatives in any situation where notice to us is required by contract or any law or regulation. Notice must be provided to us at:

• Kromatic
• PO Box 7775 #39029
• San Francisco, CA 94120-7775

18. Governing Law.

These Terms are governed by California law, without giving effect to conflicts of law principles. You agree that, to the extent applicable and expressly subject to the dispute resolution provisions below, to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California in circumstances where these Terms permit litigation in court.

19. Notice for California Users.

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

20. Miscellaneous.

We may assign, transfer, delegate, or otherwise hypothecate our rights under these Terms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Terms is held or made invalid, the invalidity does not affect the remainder of these Terms. We reserve all rights not expressly granted in these Terms and disclaim all implied licenses.